No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Target Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of Target Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 4 contracts
Samples: Merger Agreement (Q2 Holdings, Inc.), Merger Agreement (Q2 Holdings, Inc.), Merger Agreement (Q2 Holdings, Inc.)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 3 contracts
Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.), Agreement and Plan of Reorganization (Invvision Capital Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 22.7.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (PROS Holdings, Inc.), Merger Agreement (PROS Holdings, Inc.)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 3 contracts
Samples: Merger Agreement (INPHI Corp), Merger Agreement (INPHI Corp), Merger Agreement (Active Network Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) ), together with the Cash Consideration, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares which Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.Article I.
Appears in 2 contracts
Samples: Merger Agreement (Legato Systems Inc), Merger Agreement (Ontrack Data International Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Series D Preferred Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesSeries D Preferred Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 2 contracts
Samples: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions distributions, or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Target Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation shares of Target Shares which were outstanding immediately prior to the Effective TimeCapital Stock. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 21.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 21.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Maxtor Corp), Agreement and Plan of Reorganization (Cybercash Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Stock Consideration delivered upon the surrender for exchange of shares of Target Shares Preferred Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesPreferred Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 21.7.
Appears in 2 contracts
Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)
No Further Ownership Rights in Target Capital Stock. The portion of the Aggregate Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 1 contract
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Target Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation shares of Target Shares which were outstanding immediately prior to the Effective TimeCapital Stock. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 21.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zhone Technologies Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered issued upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation Target of shares of Target Shares which Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2Article 1.
Appears in 1 contract
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered All shares of --------------------------------------------------- Acquiror Common Stock issued upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to inherent in such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration (if any) delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 1 contract
Samples: Merger Agreement (Green Dot Corp)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares in accordance with the terms hereof (including any and dividends, distributions or cash paid in lieu of fractional shares) delivered upon the surrender for exchange of shares of Target Capital Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 21.
Appears in 1 contract
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered All shares of --------------------------------------------------- Acquiror Common Stock and cash issued upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Multex Com Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered All shares of Acquiror Common Stock issued upon the surrender for exchange of shares of Target Shares Common Stock and Target Preferred Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCommon Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Common Stock and Target Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2Article II.
Appears in 1 contract
Samples: Merger Agreement (Deltagen Inc)
No Further Ownership Rights in Target Capital Stock. The applicable portion of the Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Shares, Capital Stock (other than rights contemplated by this Agent) and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 1 contract
Samples: Merger Agreement (Nuvasive Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions dividends or cash paid in lieu of fractional sharesdistributions) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target SharesCapital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Shares Capital Stock which were outstanding immediately prior to the Effective Time. Time of Merger I. If, after the Effective TimeTime of Merger I, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
No Further Ownership Rights in Target Capital Stock. The Merger Consideration delivered upon the surrender for exchange of shares of Target Shares Capital Stock in accordance with the terms hereof (including any dividends, distributions or cash paid in lieu of fractional shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Target Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation shares of Target Shares which were outstanding immediately prior to the Effective TimeCapital Stock. If, after the Effective Time, stock certificates for Target Shares Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Packeteer Inc)